Pumilia Patel & Adamec LLP
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Los Angeles, CA 90017
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ARTICLES

The Value in Buy-Sell Agreements
    By Paul D. Rosenberger

Most parties seek to set the purchase price for a withdrawing owner's interest in a business at the fair market value of that interest. This sounds simple enough, but there are many issues that should be addressed to facilitate the valuation and avoid disputes between the parties.
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Don't Forget to Dissolve That Corporation!
    By Kush Desai

You've sold your business. Or, in these tough economic times, you’ve been forced to close your doors. Now what? Before you ponder your next venture/vacation/valium, there are a series of actions that all business owners must take when closing a business. One such action is ensuring that your corporation is properly dissolved pursuant to California law.
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Is There Really Such a Thing As Being "Too" Competitive?
    By Matthew J. Negrin

Competition is the hallmark of capitalism. So when does it cross a line?
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The Sale of a Business – A Legal Perspective
    By Richard B. Pumilia

The sale of the company may be the most likely exit strategy employed by business owners. This paper outlines the chronology of the sales process.
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Should Your Business Be a Limited Liability Company?
    By Richard B. Pumilia

An LLC can be the "entity of choice" because it combines the best features of a corporation and a partnership.
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Legal Issues For Start-Up Companies
    By Richard B. Pumilia

Business owners make the decision about what kind of entity a new business should be, with input from an attorney and accountant. The exact choice requires consideration of many individual factors respecting the business and its owners.
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Managing the Board So You Can Manage Your Company
    By Justene M. Adamec

The board meeting went well. The board had moved through the agenda quickly and easily. Even the motion to recommend a bylaw change to expand the size of the board and establish committees sailed through. The CEO left the meeting feeling good. Any bylaw change approved by the board almost assuredly would be approved by the shareholders. More board members would provide greater expertise for management to draw on.
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Settlements That Don't Work...Or Do They?
    By Justene M. Adamec

In mediation, there is pressure to get the deal done. This pressure comes from all sides - the mediator, the attorneys, and the parties. A prerequisite is that everyone who needs to approve the settlement must be there and, if someone else becomes necessary during the day, they must be reached and brought in, at least by phone.
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Edwards v. Arthur Andersen, LLP:
"Narrow Restraint" Noncompetition Covenants Are Not Valid Under California Law
    By Richard B. Pumilia

In summary, the California Supreme Court's decision in Edwards is not welcome news for employers who want to place reasonable restrictions on the ability of their key personnel to compete with them following termination of employment. The protection of a company’s trade secrets remains as the sole basis on which restrictive covenants can be included in an employment agreement.
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